Enauta Participações S.A. (“Enauta”) announces the signing of a Purchase and Sale Agreement for affiliates
of Westlawn Americas Offshore LLC (“WAO”) to acquire a 20% participating interest in the BS-4 Concession,
which includes the Atlanta and Oliva fields. WAO is a portfolio company of Westlawn Group LLC and owns
various interests in the Gulf of Mexico offshore basins.
The agreement involves:
- The acquisition of a 20% stake in the Atlanta and Oliva fields for US$301.7 million, to be paid at
transaction closing and subject to adjustments related to the net cash flow with investments for the
delivery of Atlanta and Oliva generated between the effective date of November 1, 2023 and the
transaction closing date. As part of the transaction format, US$75 million will be paid over the coming
60 days in the format of a loan to be deducted from the amount paid at closing.
- An option to sell a 20% stake in Atlanta Field B.V. (“AFBV”) for US$65 million exercisable in 2024 upon
agreement. AFBV is an Enauta affiliate that holds the long-term credit receivable from Yinson
associated with FPSO Atlanta, accounted for US$328 million on December 31, 2023.
Partnerships are important drivers for value generation and risk-sharing in the development of
megaprojects such as Atlanta and Oliva. Since Atlanta’s Phase I investment was sanctioned in March 2022,
Enauta has been approached by several potential partners interested in joining the project.
The signing of a 20% minority stake with WAO is aligned with principles of Enauta’s value generation
strategy, capital allocation efficiency and management of a balanced high growth, high risk-adjusted
return oil and gas portfolio. Among these, the key highlights are:
- WAO’s team shares Enauta’s decision-making agility. Its experienced team with sound track record at
leadership positions in oil and gas companies such as BP, Equinor, Anadarko, Murphy Oil and Sierra
Oil & Gas, will add value to Atlanta and Oliva’s upcoming development phases. CEO Ivan Sandrea
commented “We look forward to working with Enauta and realizing the long-term value of this great
asset.”
- Balance sheet strengthening to accelerate organic and inorganic expansion opportunities,
shareholder compensation, and access to competitive sources of capital.
- Potential expansion opportunities with WAO considering its focus in upstream activities in Latin
America, the Gulf of Mexico and Caribbean basins. COO Greg Hebertson commented, “We are pleased
to make our first expansion into Latin America in partnership with Enauta. We share similar views of
the long-term potential of the Americas and look forward to growing our relationship together
elsewhere in the region.”
- Contribution to Enauta’s strategy to maximize value from trading Atlanta's niche crude, currently
servicing low-sulphur bunker fuel markets in Southeast Asia.
Additionally, the transaction improves Enauta’s shares and domestic bonds investor assessment,
illustrating the appetite from long-term investors in value creation potential from Atlanta and Oliva
expected growth.
The implicit value outlined in the transaction highlights potential upside to Enauta’s current market value,
considering the valuations of Manati, the return on capital of Uruguá-Tambaú and Parque das Conchas
acquisitions, long-term exploration portfolio, and large assets such as Yinson’s long-term receivables and
tax assets, on top of Enauta’s team ability to deliver high risk-adjusted returns.
Transaction closing is subject to approval from investors at the 1st and 2nd series of Enauta domestic bonds
and Brazil’s National Agency of Petroleum, Natural Gas and Biofuels (ANP).
